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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 2021

_______________________________

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-2220842-1397595
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3551 Seventh Street

Moline, Illinois 61265

(Address of Principal Executive Offices) (Zip Code)

(309) 736-3584

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 Par ValueQCRHThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2021, Marie Z. Ziegler, a member of the Board of Directors since 2008, was elected Chair of the Board of Directors.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2021, QCR Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of stockholders. Of the 15,842,700 shares of common stock issued and outstanding as of the record date for the meeting, 14,155,656 shares were represented at the meeting in person or by proxy, constituting approximately 89% of the outstanding shares.  

Three proposals were presented to the stockholders and the results of voting on each of the matters submitted to a vote during the annual meeting are as follows:

1. For the election of four (4) Class I directors of the Company:

NOMINEE FOR WITHHELD BROKER N.V.
Mary Kay Bates 11,839,608 44,873 2,271,175
John-Paul E. Besong 11,806,138 78,343 2,271,175
Todd A. Gipple 10,836,139 1,048,342 2,271,175
Donna J. Sorensen  11,753,787 130,694 2,271,175

2. To approve, in a non-binding, advisory vote, the compensation of certain executive officers:  

FOR AGAINST ABSTAIN BROKER N.V.
11,567,263 297,900 19,318 2,271,175

3. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:

FOR AGAINST ABSTAIN BROKER N.V.
13,867,610 275,649 12,397  
Item 8.01. Other Events.

On May 19, 2021, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 7, 2021 to stockholders of record on June 18, 2021.

On May 24, 2021, the Company issued a press release regarding the election of Ms. Ziegler as Chair of the Board of Directors and the announcement of the cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release dated May 24, 2021.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 QCR Holdings, Inc.
   
  
Date: May 24, 2021By: /s/ Todd A. Gipple        
  Todd A. Gipple
  President, Chief Operating Officer and Chief Financial Officer